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January 29, 2018

Board of Directors Meeting

Brief notes from the Jan. 29/18 in person Board Meeting by Gabriel Kampf.

(Thank you Gabe for taking the time to listen and write this up for us)

RO = Ronan O'Gorman

RR = Robert Reyes

JO = James Orr

KK = Konrad Kawalec

(Apologize in advance for any omissions or errors.)

Public session lasted about 52 minutes. All 5 directors were present, plus James McBeath, Owen Bird, Maria Kalber and Randy Davidson.

1. Minutes approved.

2. AGM has been historically dispensed with due to geographic distribution of memberships, and costs (Ronan O)

Robert Reyes stated the cost to rent the Vancouver Convention Centre is $293,321. The VCC is needed to get a room large enough for 3200-3500 members needed in attendance for 15% quorum.

Konrad suggested that the Board pursue an electronic or web broadcast of the AGM (thus not needing such an expensive rental space). He added that unique voter IDs would be provided by their computer company.

Orr said members pushing for a meeting mostly wanted it to get more information.

McBeath suggested answers to member questions should be published on the website...(implying no need then for AGM in person), and the ongoing Task Force would answer most of the questions...VAST MAJORITY NOT in favour of an in-person AGM (not sure who said this). Reyes added that only 6.5% of the Resort Votes were present at the SGM

JO or RO: Work is being done on resale between members. On how to do it internally.

RO: Survey to be sent out to membership by end of January to ask... what do members want to stay active? Why are they dropping out? Age? What events would make members happy? Members are not prepared to spend $300K to hold AGM.

JO: Forgo an AGM b/c there would be no quorum. People will not fly into Vancouver or Toronto for AGM. We will not reach our goal. Instead Finance Report will be provided that will answer member questions.

Reyes: We have a hold on VCC.

Konrad: I’m in touch with active members, and the CIOG. Was part of the outreach on SGM. Issues continue. A large group (of members) sees (that) problems are on-going. But I agree with James, I don't see it (AGM) as a good use of member resources.

James Orr (JO): A lot of communications will be going out. Huge amount of work is done. Only club that has an independent Finance/Audit committee. GST is coming to the end game...members need the info.

Reyes: At SGM, when quorum was not reached, Diamond presentation proceeded with a tutorial on reservations system...we could have just adjourned (the SGM).

KK: 22K members. Point of the survey is to ask questions the vacation exit survey does not cover eg GST issue

RO: GST issue is guided by outside's complex. End Game is to do the right thing... Communications will be guided by outside counsel & KPMG. Met this morning with KPMG partner. We are really close to the door and providing transparency. Want to get it out there. Spent 9 hours on it in September.

JO Anxious to report back on the end game, but can say nothing till the situation is closed.

RO. By clause 3.9 of the Bylaws, 2018 AGM TO BE CONDUCTED BY ELECTRONIC VOTNG. Biographies including only skills relevant to board will be allowed. Friday, March 09 nominations close. Friday, April 13, record date for voters, Friday, June 01, final date for voting. Nordis Direct to run the vote. Manager instructed to make all this happen.

Motion made, and passed, by ALL 5 DIRECTORS.

3. Finance/Audit Com. Report - members James Orr and Konrad Kawalec, plus non-voting member

JO: Reviewed audit. Monthly meetings.

Report from Randy D on 2017 dues collected and outstanding. $1,057,000 (14% is outstanding)... Less than the previous year.

Foreclosures (their word! Should be Forfeit.)
2017 = 149 members or 25000 points 
2016 = 175 members or 27787 points

These points go to DRI for resale, and DRI pays the cost of those dues

Motion to approve cancellations by JO, sec by KK! Passed.

Taken over the Mexican resort audit.

2 other items 
(1) saved $40K US buying currency US to Pesos quarterly, projected $150-170K annual savings

(2) recommend quarterly report to communicate to members...only MOA to have a finance committee

Looking at monthly dues payment plan rather than Nov.

Maria then spoke about calling delinquent members...keeping people happy is good for the whole club, spoke about savings due to moving collections to Las Vegas Office
Outbound calls to delinquent owners, and those who haven't booked are educational ie what to do when there is no availability, Mexico travel and DRI & take 30 minutes on ave.

RO: Motion for April 16/18 meeting to approve the Audit.

End of Public Session. Executive Session moved by RO, sec. by Konrad K.

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